Marc A. Rubenstein
Marc Rubenstein, a partner in the life sciences practice group, focuses on representing clients in the biotechnology, medical device and pharmaceutical industries in a wide variety of transactions, including license and collaboration agreements, public and private securities offerings and mergers and acquisitions. He has extensive experience representing life sciences clients in structuring and negotiating collaborative research, development and licensing arrangements. In these transactions, Marc has represented both licensors and licensees, and has negotiated early and late stage product agreements and platform and drug discovery deals. In addition, he has broad experience negotiating supply and manufacturing agreements, distribution and co-promotion agreements, university license agreements, sponsored research agreements and other commercial agreements that arise regularly in the life sciences industry.
Marc regularly represents publicly traded life sciences companies in securities matters, including IPOs, PIPEs, standby equity lines, at-the-market offerings and other types of financings, as well as advising these companies in ongoing reporting matters. He also represents venture-backed life sciences companies in financings and ongoing matters, and has extensive experience advising public and private life sciences companies in mergers and acquisitions, including tender offers, mergers and asset acquisitions and sales.
- Represented Mersana Therapeutics in its $75 million initial public offering.
- Represented ImmunoGen in its collaboration and option agreement with Jazz Pharmaceuticals, granting Jazz exclusive, worldwide rights to opt into development and commercialization of two early-stage, hematology-related antibody-drug conjugate programs, as well as an additional program to be designated during the term of the agreement. Jazz paid $75 million upfront and committed to pay $100 million in development funding plus milestones and royalties.
- Represented Vertex Pharmaceuticals in its $230 million licensing agreement with Merck KGaA, in which Merck obtained the worldwide development and commercialization rights of four research and development programs from Vertex that represent novel approaches to the treatment of cancer.
- Represented Vertex Pharmaceuticals in its $2.1 billion strategic research and collaboration agreement with CRISPR Therapeutics focused on the use of CRISPR’s gene editing technology, known as CRISPR-Cas9, to discover and develop potential new treatments aimed at the underlying genetic causes of human disease for a number of selected targets.
- Represented Allergan in its agreement with Merck & Co under which Allergan acquired exclusive worldwide rights to Merck’s investigational small molecule oral calcitonin gene-related peptide (CGRP) receptor antagonists, which are being developed for the treatment and prevention of migraine. Under the agreement, Allergan will acquire these rights for an upfront payment of $250 million. Merck will additionally be entitled to receive potential development and commercial milestone payments and tiered double-digit royalties based on commercialization of the programs. Allergan will be fully responsible for the development, manufacturing and commercialization of the products.
- Represented Aegerion Pharmaceuticals in its $325 million acquisition of AstraZeneca’s Myalept, also known as metreleption, the only U.S. approved orphan product designed to treat complications of leptin deficiency in patients with generalized lipodystrophy.
- Represented Civitas Therapeutics in its acquisition by Acorda Therapeutics for $525 million in cash. Acorda will obtain worldwide rights to CVT-301 and ARCUS™ pulmonary delivery technology and manufacturing facility as part of the transaction.
- Represented Acceleron Pharma in its initial public offering and concurrent private placement by Celgene with aggregate proceeds of $94 million. Also represented Acceleron in its follow-on public offering with aggregate proceeds of $129 million.
- Represented Aegerion Pharmaceuticals, Inc. in its $300 million convertible senior notes offering.
- Represented Genocea BioSciences, Inc. in its initial public offering with aggregate proceeds of $66 million.
- Represented Synageva BioPharma in its reverse merger with Trimeris and its two follow on offerings in 2012, with total proceeds of over $200 million.
- Represented a leading global biotechnology company in a $300 million joint venture to develop and market biosimilars with a Korea-based company. Under the terms of the agreement, the company retains the option to increase its share of the joint venture from 15% to 50%.
- Represented Ironwood Pharmaceuticals in developing and implementing its worldwide licensing strategy for linaclotide, including licensing linaclotide to Forest Laboratories, Laboratorios Almirall, Astellas Pharma and AtraZeneca with aggregate upfront payments of $165 million.
- Represented Vertex Pharmaceuticals in its strategic research and collaboration agreement with Moderna Therapeutics focused on the use of Moderna’s mRNA therapeutics technology to discover and develop potential new treatments for cystic fibrosis. Vertex paid Moderna $40 million in upfront payments, consisting of a $20 million license fee and a $20m investment. Potential development and commercialization milestones are in excess of $300 million.
- Represented Ironwood Pharmaceuticals in its license from AstraZeneca of US rights to Zurampic, an FDA-approved treatment for hyberuricemia associated with uncontrolled gout. Ironwood made an up-front payment of $100 million and will pay AstraZeneca tiered single-digit royalties on product sales as well as sales-related and other milestones of up to $165 million. The transaction also included a supply agreement under which AstraZeneca will manufacture and supply Zurampic to Ironwood.
- Represented Mersana Therapeutics in a strategic partnership granting Takeda rights to Mersana’s lead product candidate, XMT-1522, outside of the United States and Canada. The transaction, which included an upfront payment of $40 million and up to $20 million in equity investments as well as more than $750 million in milestones and royalties on net sales , also expanded the existing collaboration between the companies and included a new agreement under which the companies will co-develop new payloads for use with antibody-drug conjugates.